The Buy-Sell Agreement is a fundamental transaction document used in German business acquisitions and sales, whether for assets, shares, or entire business operations. It serves as the primary contract governing the transfer of ownership and establishing the rights and obligations of both parties. This document is essential in German commercial practice, requiring careful consideration of the German Civil Code (BGB), Commercial Code (HGB), and other relevant regulations. The agreement typically includes detailed provisions on purchase price determination, payment mechanisms, warranties, representations, conditions precedent, and completion requirements. It must comply with specific German legal formalities, particularly regarding transfer of ownership, warranty provisions, and liability limitations. The document is commonly used in both private and commercial transactions, though its complexity and requirements may vary depending on the transaction size and nature of the assets or business being transferred.
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1. Parties: Identification and details of the seller and buyer, including full legal names, registration details for companies, and addresses
2. Background: Context of the transaction, including brief description of the business/assets being sold and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including description of what is being sold and purchased
5. Purchase Price: Detailed specification of the purchase price, payment terms, and payment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Completion: Details of when, where, and how the transaction will be completed
8. Seller's Warranties: Warranties and representations made by the seller regarding the sale object
9. Buyer's Warranties: Warranties and representations made by the buyer
10. Limitations of Liability: Scope and limitations of seller's liability for warranty breaches and other claims
11. Tax Matters: Treatment of tax issues, including VAT and responsibility for tax payments
12. Confidentiality: Obligations regarding confidential information
13. Notices: Process and requirements for formal communications between parties
14. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
15. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Employee Matters: Required when the sale involves transfer of employees, addressing employment contracts and obligations
2. Intellectual Property: Needed when the sale includes IP rights, detailing their transfer and protection
3. Real Estate: Required when the transaction includes property, addressing specific real estate transfer requirements
4. Non-Competition: Optional restrictions on seller's future business activities, subject to German competition law
5. Transition Services: Required when post-completion services are needed from seller
6. Data Protection: Required when personal data is involved in the transaction, ensuring GDPR compliance
7. Environmental Matters: Required for transactions involving industrial assets or properties with environmental concerns
8. Earn-out Provisions: Optional section for when part of purchase price is contingent on future performance
1. Asset Schedule: Detailed list and description of all assets included in the sale
2. Excluded Assets: List of assets specifically excluded from the transaction
3. Encumbrances: List of all encumbrances, liens, or other restrictions on the assets
4. Required Consents: List of third-party consents required for the transaction
5. Intellectual Property Rights: Detailed inventory of all IP rights included in the sale
6. Employee Information: Details of employees being transferred, including employment terms
7. Material Contracts: List and copies of important contracts related to the sale
8. Property Details: Specific information about any real estate included in the sale
9. Completion Obligations: Detailed checklist of actions required at completion
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Retail
Professional Services
Real Estate
Healthcare
Financial Services
Construction
Agriculture
Energy
Transportation & Logistics
Hospitality
Media & Entertainment
Telecommunications
Industrial Services
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Business Development
Commercial
Executive Leadership
Treasury
Corporate Secretariat
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
M&A Director
Business Development Manager
Finance Director
Company Secretary
Tax Manager
Legal Counsel
Commercial Director
Risk Manager
Compliance Officer
Corporate Development Manager
Investment Manager
Managing Director
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